This proposal's broad objective is to examine how three different types of sentential information 1) words in carrier frames, 2) informative verbs and 3) informative adjectives, can influence speech comprehension and word learning in children (ages 24-36 mos) with normal language (NL) and who are late talking (LT) -a group at risk for later language impairment (Ll). Speech processing studies have found that children and adults make use of sentential information to interpret familiar words and learn new ones. Concurrently, research on children with Ll has uncovered a number of difficulties in rapidly interpreting words in sentences. This work indicates that at least some of the deficits exhibited by Ll children result from impairments in processing. However, a critically important question is if and how these factors influence word learning and recognition in younger children who are at risk for later Ll. Until now this has not been possible, because tasks that measure language processing in older children are not suitable to use with toddlers. Real-time measures of language comprehension are key to examining these questions, since they measure how language processes unfold in real-time. They reveal not only *if* LTs comprehend known and novel words, but *how* and *when* they are understood. I will therefore use an age-appropriate language processing measure- the "Looking while listening" (LWL) procedure - to longitudinally examine the impact of three types of sentential information on familiar word recognition and novel word learning in NL and LT children. In addition, these studies will be the first to probe the relation between these language processing measures and language growth across the 3rd year. Experimental manipulations will examine the influence on processing of novel and familiar words that are: 1) in isolated contexts or sentences, 2) preceded by an informative verb or 3) by an informative adjective. These studies will examine the potential benefit of the examined conditions to LTs, and shed light on the nature of potential processing deficits that exist in this population, and clarify how these factors relate to vocabulary growth. Public health relevance: These studies examine a population at risk for later diagnosis with Ll, which is a deficit that can lead to serious academic and social consequences. A main goal of this work is to examine cues that may help to improve language comprehension and learning in this group, which may help mitigate the negative effects of continued language delay. As such, the findings will be highly relevant and informative to parents, educators, and clinicians who have an interest in helping this group catch up with their peers before they enter school.